Ben 10 and the Doctor
by aussiefanauthor
Summary: The 10th Doctor must team up with Ben, Gwen and Max to stop Vilgax's final attempt to gain the Ominatrix.
1. Chapter 1

My first ever crossover story. I hope I got everything right. ^^;

**Disclaimer:** I do not own Ben 10 and Doctor Who. Ben 10 belongs to Cartoon Network and Doctor Who belongs to the BBC.

**Genre:** Humour/Sci Fi

**Rating:** T

**Ben 10 and the Doctor**

**Prologue**

Ben, Gwen and Grandpa Max were spending the night at a local park for their summer vacation. Ben was sitting on the bench with his Ominatrix, thinking about his first encounter with Kevin. Gwen was with Max by the campfire making marshmallows. It wasn't long before Max walked up to Ben for a strict chat about that night.

When they were in New York, Ben wanted the latest Sumo Slammers game, but got them kicked out of the hotel they were staying in for sneaking in. From there on, things got out of hand. He met Kevin who would later on become one of Ben's ultimate enemies, and his chase as Stinkfly caused a major stir with the press. All because of a video game he wanted. The next morning, Ben apologized, but Max knew it would take more than that to earn his trust back.

Ben, Gwen and Max were back in their van when Max started his chat with Ben.

'Look', said Max. 'About what happened in New York, it was not the right thing to do.'

'I know,' groaned Ben. 'I guess I just didn't know what I was getting myself into. Why do you feel the need to bring it back up?'

'Because I just felt that all this time during our summer vacation, whenever you do something dangerous, I get worried that you could make a mistake, and that mistake could be life threatening.'

'Since when did I ever get involved in any life threatening stuff?' He then noticed Max's look, reminding him of the incident. 'Look, I did apologize then. What more do you want?'

'For you to start learning, Ben. Sooner or later, you're going to learn that this alien business is not all fun and games. It can get dangerous if in the wrong hands, and I think you know how that went.'

He was right. When Kevin absorbed the powers of the Ominatrix, he became more dangerous than Ben ever could imagine.

'I think it's time you got some sleep.' Max called out Gwen as Ben headed back to the camper van.

Later, Ben and Gwen were ready for bed. Max was with Ben.

'Just remember: not all adventures are fun and games. It can be life threatening, no matter what you try to do.'

With that, Ben went to sleep.

Up in space, a giant spaceship was hovering over Earth. Vilgax, Ben's arch enemy, was still upset that he had not yet obtained the Ominatrix yet.

'That selfish little Earth brat will soon be destroyed, and the Ominatrix will be mine,' said Vilgax. 'But after failure after failure, I will not let this happen again.'

'So, how are you planning to stop him this time?' asked one of the robots.

'I have found help,' said Vilgax, with an evil smile. 'Someone who can lead us to their whereabouts, no matter where they are.' He then proceeded to open the door. It was pitch black inside…

…except for a blue light the size of a flashlight, and a robotic voice…

'EX-TER-MIN-ATE! EX-TER-MIN-ATE! EX-TER-MIN-ATE!'

**Chapter 1**

Ben woke up to a whooshing sound outside the 'Rustbucket', followed by a clunk. 'Rustbucket' is the nickname Ben gave the camper van. He then saw Gwen and Max wake up as well.

'What was that?' asked Ben.

'I don't know,' said Max, 'but whatever it is shouldn't be up at this time of night.'

They all got out of their beds and walked out. As soon as they did, they stopped. Max gasped, while Ben and Gwen looked in amazement. In front of them was a blue British phone box.

'How did that get here?' wondered Gwen.

'I don't know,' said Ben, tuning up his Ominatrix, 'but it's about to meet its match.'

Max stopped Ben. 'No. I think I have a feeling that I know who this might be.'

It was true. Max was a Plummer, a soldier who fought aliens in order to keep peace, so he knew most of the alien races. Suddenly, the door opened. They looked to see a young man in a long trench coat walking out of the phone box. He then started looking around, until he saw Ben, Gwen and Max. He walked towards them.

'Hello,' said the man. 'You must be Max.'

'I'm very surprised to meet one of you,' said Max. 'These are my grandsons, Gwen and Ben.'

The man kneeled down. 'Wow,' said the man to Gwen, 'you're quite easy on the eyes.'

Gwen blushed. 'Please, you're not too bad yourself.'

The man then turned to Ben. 'And you must be Ben, the kid with the alien watch.'

Ben was surprised. 'Hey, how did you know about the Ominatrix? Wait, before I ask that, who are you?'

'I'm the Doctor.'

This made Ben more confused. 'Doctor who?'

'He's a Time Lord, Ben,' said Max. 'A race of aliens who travel in time to try and set things right.'

'Indeed,' said the Doctor. 'I've been sent here to be with you three because someone is trying to get to your alien device there.' He then pulled out a picture. 'Recognize this?'

'Vilgax,' said Ben, almost immediately. 'What does he want this time?'

'The usual: your watch. Only he's found himself a helping hand, and you three alone won't be tough enough to take it down.'

'It?' said Ben. 'We're dealing with a robot?'

'Not just any robot, Ben,' said the Doctor. 'I have a bad feeling that I may know it too well. Well, let's not waste any more time. If you want to battle Vilgax, you'll have to come with me.'

He then snapped his fingers and the door of the police box opened. Gwen was impressed.

'Cool,' said Gwen in amazement.

'Oh, that reminds me. I could do with a temporary companion. How about you, Gwen?'

Gwen blushed even more. 'Sure. I'd love to.'

'He's quite the ladies man, isn't he?' said Ben to Max.

'It's definitely something to get used to,' said Max.

The Doctor then led Ben, Gwen and Max inside the police box. When they walked in, Ben and Gwen were in amazement. It was bigger than they thought. Of course, Ben was the one who discovered the fridge logic of the box.

'How come something this big fits into that small police box?'

'That's technology for you,' said Gwen.

'Now then, this is the Time and Relative Dimensions In Space, or TARDIS for short. It's my mode of transportation for traveling through time.' The Doctor was dialing all sorts of things while Ben, Gwen and Max were walking around the TARDIS.

'Right, we're all set to go,' said the Doctor. 'I'd advice you to sit down or hold on to something, especially you Gwen, because the start can get a bit bumpy.'

Gwen and Max then sat down onto chairs that were nearby. Ben on the other hand was still walking around, amazed by the technology. Of course, Gwen knew what was about to happen, but she didn't tell him.

'Allons-y!'

The Doctor pulled a lever, and the TARDIS was in motion. It jerked around a bit, causing Ben to fall to the ground.

'I told you to hang on to something.'

Gwen couldn't help but giggle.

'Very funny, Gwen,' said Ben, sarcastically. He made his way to the chairs and sat onto the railing. Although Ben was a bit unsure about the Doctor and what he was doing, he would soon get used to his antics.


	2. Chapter 2

**Chapter 2**

At last, the TARDIS landed. As it did, it jerked a bit, causing Ben to fall off the railing he was sitting on.

'All right, we're here,' said the Doctor. He then saw Ben on the ground. 'I really should get an extra seat.'

As the others made their way, the Doctor opened the door of the TARDIS and then walked out. Ben, Gwen and Max followed. When they got outside, they stopped. It looked just like before. The camper van was still there. The park looked the same. Nothing different. Ben wasn't impressed. He walked up to the Doctor.

'Hey, is this some kind of jo-' 

'SHHH!' The Doctor cut Ben off before he could finish. 'You shouldn't be speaking that loud. They'll hear you.'

'They? Who's 'they'?'

'Go look above there,' said the Doctor, pointing to a bush, 'but DON'T let them see you.'

Ben walked up to the bush, peeked above, and was shocked. The city was in ruins with fireballs going off, and a giant building at the end, with a V shape on the top. Ben was shocked.

'Ben, what's going on over there?' asked Max.

'You're not going to believe this, but the city isn't what it used to be.' Ben then gestured Gwen and Max to the bush, and they too were surprised. They then walked up to the Doctor.

'What date is this?' asked Max. Without saying a word, the Doctor pulled out a newspaper and gave it to Max. He read the date, and was shocked.

'That's tomorrow! What's the reason behind this?'

'If I hadn't arrived, Vilgax would've found your location and injected some kind of poison into each one of you. You wouldn't be able to wake up or even live long. He would then be able to take Ben, remove the Ominatrix from him and be able to control the world, like he's done now.'

They looked over the city once again. 'The only difference is his new assistant. It helped Vilgax dominated the human race without breaking a sweat.'

Ben was worried. 'So, you brought us here to stop Vilgax from killing us and dominating the Earth?'

'Exactly, only except we need to go back to before he could even find you in the first place. I'm just showing you what will indeed happen if we fail.'

Ben, Gwen and Max were now worried for their own sake. They knew they could trust the Doctor if they wanted to stop Vilgax once and for all. 'I'd say we go back in the TARDIS and stop that Vilgax once and for all,' said Max.

'Agreed,' said Gwen. 'Let's go.'

They all went into the TARDIS and closed the door. After Ben, Gwen and Max were back in, the Doctor got the TARDIS back into motion. While it was in motion, the Doctor noticed Gwen feeling sad. He walked up to her and sat down. Max and Ben were exploring the TARDIS.

'You feeling okay, Gwen?' asked the Doctor.

'I don't know. I just get this gut feeling that something may not end right. I mean, I've acted hero before, but never on this scale.'

'Oh come on, now. I've dealt with companions that were better than what I could do. Besides, you said you were a hero before. Doesn't that make you feel a bit stronger?'

'Kind of,' said Gwen. 'The only people I've managed to defeat on my own was this sorcerer named Charmcaster. Since her defeat, I've been able to possess her powers. But I still don't think it would be enough. Plus, I've only just met you. How can I even know you'll be able to help?'

The Doctor then smiled. 'Trust me. I'm the Doctor.' With that, he walked off to the controls. Gwen couldn't help but smile. She may not know her, but he certainly could make her spirits rise up to the occasion.

Soon, the TARDIS landed once again. The Doctor opened the door to find that they were in a spaceship of some kind. Ben, Gwen and Max followed. Max was the first to speak.

'We're inside Vilgax's ship.'

'Yep, and if we hurry, we can get to the main deck before Vilgax gets his plan in action.'

They all ran to a door. It was locked.

'Gee, you'd think that all doors on spaceships would open automatically.'

'I can fix that. Going hero,' said Ben, tuning up his Ominatrix.

'No need to,' said the Doctor, stopping Ben. 'I have the easier way.'

He then pulled out of his pocket a device. It looked like a futuristic screwdriver with a light on the end. He pointed it at the door, and pressed a button. All of a sudden, the door was unlocked. Ben looked at the Doctor with amazement.

'Sonic screwdriver. Unlocks most doors and can interact with any device.' He then put the screwdriver away. 'You can go hero now.'

With that, Ben dialled the Ominatrix, pushed it and morphed into Fourarms, before crashing the door leading to the main deck.


	3. Chapter 3

**Chapter 3**

They were at the main deck, but before they could go any further…

'Uh, why did you smash the door when the Doctor just unlocked it, doofus?' said Gwen, slightly annoyed. The Doctor wasn't too impressed either.

'Whoops,' said Fourarms. Before he could apologize, they saw Vilgax, who was surprised to see them.

'What? How?' He then noticed the Doctor. 'Who are you?'

'Just a helper,' said the Doctor. This caught Gwen's attention.

'Well, helper. I'm surprised you knew what I was planning to do. But never fear. After dealing with you Earth brats time after time, I've finally found the ultimate helper. Someone who shows no mercy.' He then walked up to an elevator. 'Have fun, brats! I'll be watching you.'

He pushed a button which closed the elevator doors, and opened one next to it. It was pitch black. But all they could see was a blue light. Max and the Doctor weren't exactly thrilled.

'It can't be.'

'Oh boy.'

The blue light moved out of the dark to reveal…

'DOK-TAH?'

'A Dalek,' exclaimed Max.

'EX-TER-MINATE!'

Without thinking, the Doctor grabbed Fourarms, Gwen and Max and ducked behind a metal wall as the Dalek fired a shot at them.

'A what?' asked Fourarms.

'A Dalek,' said the Doctor. 'Mutated descendents of the Kaleds of the planet Skaro. They fought the Time Lords in the Last Great Time War, resulting in the almost total destruction of both races.'

'So, are they completely robots?' asked Gwen.

'Daleks are only part machine, Gwen,' said Max. 'Inside the machine is the living part; a living, breathing mass of pure hate.'

'Is there any way we can destroy it?' asked Gwen.

'Aim for the eyepiece,' said the Doctor.

Before he could continue, another blast from the Dalek caused them to immediately move. Gwen went to find some objects to use her spells on, while Fourarms went for the Dalek head on. As the Dalek fired, Fourams dodged them.

Meanwhile, Gwen found some junk. She immediately used her magic to throw the junk at the Dalek. They hit it, but the Dalek remained unscathed. Gwen wasn't too happy. She then charged for the Dalek, but the Dalek immediately swiveled around and whacked Gwen, sending her flying into a cupboard. The door immediately locked closed.

'GWEN!' shouted Fourarms. The Doctor wasn't too happy about it either. He made a leap to use the sonic screwdriver to unlock the door. He managed to succeed, before the Dalek prepared a shot. But Fourarms smashed it across the room. The Dalek managed to recover from the impact before making its way towards Fourarms and the Doctor. Suddenly, a beeping noise was heard.

'That can't be good,' said Fourarms, worried. In a flash, Ben was back to his old self. 'Nowhere near good.'

The Dalek made its way for Ben and the Doctor, saying 'EX-TER-MINATE' as it approached closer and closer to them. Ben and the Doctor were helpless…

'Hey, Dalek!' The Dalek turned to see Gwen out of the cupboard, holding a rocker launcher.

'Dodge this!'

She fired the rocket, straight into the eyepiece. The Dalek exploded, instantly killing it. When the smoke had settled, Ben, Max and the Doctor walked over to see Gwen with her rocket launcher, smirking.

'You destroyed it,' said the Doctor, surprised.

'I aimed for the eyepiece,' said Gwen, smirking.

'NO!' They turned to see Vilgax approaching from the elevator. 'You brats! How could you do this to me? Well, if the Dalek can't destroy you, I'll do it myself!'

Then, Gwen had an idea. 'Hold on, Vilgax,' said Gwen, stopping him.

'I understand how much of a threat you are to the whole galaxy. You've destroyed planets and moons, but have you thought about one thing? The one thing that even you would be afraid of? Before you answer that, think about this. Have you been the only threat to Earth?'

Vilgax put on a screen, which showed all the other aliens that had been on Earth, including Daleks, Cybermen and the Master. 'Oh, you certainly are not the first alien to be a threat to Earth. But let me ask you this…' Gwen smiled. 'What happened to them?'

Gwen walked off as Vilgax then saw nine different people, one looking a bit similar to the other. When the nine appeared, a man in a long trench coat walked through, turning the screen off.

'Hello… I'm the Doctor.'

For the first time in his life, Ben saw something he never expected to see in Vilgax… fear. Gwen walked back up to Vilgax, who realized who their helper was.

'Basically…' Gwen smiled. 'Run.'

With this, Vilgax immediately dispatched Ben, Gwen, Max and the Doctor back to the TARDIS. Even he knew that the Doctor wasn't someone to mess with. After the TARDIS was gone, Vilgax sighed a relief. He just hoped that the next time he would meet up with Ben, the Doctor wasn't with him.


	4. Chapter 4

**Chapter 4**

The TARDIS landed back to where the camper van was. Ben, Gwen, Max and the Doctor stepped out to find that morning was just arriving. Nothing had changed. The city they were visiting was still the same.

'Yes, another success,' said Ben in excitement.

'That was quite an adventure. I'm impressed,' said Gwen to the Doctor.

'Oh come on. You and Ben were the real heroes. I just did the handy work. By the way, how did you know what to say to Vilgax?'

'Yeah,' said Max. 'You certainly showed him who not to deal with.'

'When the Doctor said that he was just a helper, I noticed that he didn't fully state himself as the Doctor. When I was in the cupboard, I had time to think about why. I realized that if he had stated himself as the Doctor, it would've been an easy win. So before I made my way out, thanks to your sonic screwdriver, I worked out how to approach Vilgax, before destroying the Dalek.'

The Doctor was impressed. 'But what about that rocket launcher?'

'Oh, I just saw it lying in the cupboard. Thought it make a handy weapon.'

The Doctor smiled. 'Well, you were a wonderful companion, better than what I could do.' He kissed Gwen on the forehead, causing her to blush and giggle. 'Well, I'd better be off.'

He got up and walked up to the TARDIS, as Ben, Gwen and Max walked up to the camper van.

'You take care of yourselves, now,' he called out to them. He then stopped. 'Oh, one more thing,' said the Doctor to Gwen. She turned to see what he wanted. 'Nice shot.'

She smiled as the Doctor went back into the TARDIS, closing the door. The TARDIS was soon gone.

'Gwen, you coming or not?' called out Ben. She then made her way into the camper van, and soon drove away.

**Epilogue**

Gwen was lying on her bed, thinking about her adventure with the Doctor. Ben was asleep on his bed (he needed it!), and Grandpa Max was driving. It didn't take long for Gwen to think about one thing:

'Maybe, just maybe, after summer vacation… I'll be his companion. Who knows what I'll discover out there.'


End file.
